Articles of Association

Corporate identity number 556354-3452

1. The company's business name (Sw. företagsnamn) is Vitrolife Aktiebolag. The company is a public company (publ).
2. The Board of Directors shall have its registered office in the municipality of Gothenburg.
3. The purpose of the company’s business shall be to engage in research, development, production and sales of biomedical solutions and pharmaceuticals and to carry out business activities consistent with this.
4. The share capital shall be no less than SEK twelve million (12,000,000) and no more than SEK forty eight million (48,000,000).
5.  The number of shares shall be no less than sixty million (60,000,000) and no more than two hundred forty million (240,000,000).
6. The Board shall consist of no less than three and no more than 10 directors, without deputy directors.
7. The company shall have no more than two auditors with or without deputy auditors or have a registered public accounting firm as an auditor, for the auditing of the company's annual accounts and books of account, and of the administration of the Board of Directors and the Chief Executive Officer.
8. Notice of a General Meeting of shareholders shall be given to shareholders through an announcement in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and on the company’s website. That notice has been given shall be announced in Dagens Industri.
   To be able to participate in a General Meeting, shareholders shall give the company notice of their intention to attend not later than the day stated in the notice convening the meeting. This day may not be a Sunday, any other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not be earlier than the fifth working day before the General Meeting.
   A shareholder may be accompanied by one or two assistants at the General Meeting, but only if the shareholder has notified the company of the number of assistants in the manner prescribed in the paragraph above.
   The Board may decide that the shareholders shall be able to exercise their voting rights by post before a General Meeting in accordance with what is stated in Chapter 7, Section 4a of the Swedish Companies Act.
   The Board may decide that a person who is not a shareholder in the company shall, under the terms determined by the Board, have the right to attend or otherwise follow the proceedings at the General Meeting.
9. The Annual General Meeting of shareholders is held annually before the end of June. At the Annual General Meeting of shareholders the following matters shall be dealt with:
   1. Election of the chair for the meeting;
   2. Preparation and approval of the voting register;
   3. Approval of the agenda;
   4. Election of one or two persons to, beside the chair, verify the minutes;
   5. Determination of whether the General Meeting has been duly convened;
   6. Presentation of the Annual Report and Auditors’ Report and, when appropriate, the consolidated financial statements and consolidated auditors’ report;
   7. Decisions concerning a/ the adoption of the income statement and balance sheet, and the consolidated income statement and consolidated balance sheet b/ the proposed treatment of unappropriated earnings or the accumulated loss as stated in the adopted balance sheet c/ the discharge from liability of the members of the Board of Directors and the Chief Executive Officer;
   8. Determination of the number of Board Directors and deputy Directors and, where appropriate, the number of auditors and deputy auditors;
   9. Determination of the fees for the Board of Directors and auditors;
   10. Election of a Board of Directors and, where appropriate, of auditors;
   11. Any other matters that rest upon the General Meeting in accordance with the Swedish Companies Act or the Articles of Association.
10. The company’s financial year shall be the calendar year.
11. The company’s shares shall be registered in VPC records in accordance with the Financial Instruments Act (1998:1479).